[the terms and Subject to The Merger, which is currently expected to close in the second half of 2015, is subject to customary closing conditions, including the approval by an affirmative vote of shareholders holding two-thirds or more of the votes represented by the Ordinary Shares (including Ordinary Shares represented by ADSs) present and voting in person or by proxy] [AGREEMENT AND PLAN OF MERGER among CAPITALHOLD LIMITED CAPITALCORP LIMITED and SHANDA GAMES LIMITED Dated as of April 3, 2015 TABLE OF CONTENTS Page Article I THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Memorandum and Articles of Association of] [EXECUTION VERSION LIMITED GUARANTEE Limited Guarantee Guarantor Guaranteed Party (the “ This Limited Guarantee, dated as of April 3, 2015 (this “ 1. LIMITED GUARANTEE . (a) Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap Other Guarantor Other Guarantee (b) (c) 2. NATURE OF GUARANTEE . 3. . (a) (b)] [EXECUTION VERSION This Limited Guarantee, dated as of April 3, 2015 (this “ Limited Guarantee ”), is made by (the “ Guarantor ”), a limited partnership organized under the laws of the People’s Republic of China, in favor of Shanda Games Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “ Guaranteed Party] [EXECUTION VERSION Limited Guarantee Guarantor Guaranteed Party This Limited Guarantee, dated as of April 3, 2015 (this “ 1. LIMITED GUARANTEE . Merger Agreement Parent Merger Sub Merger Guaranteed Percentage provided Cap Other Guarantor Other Guarantee (b) The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any] []